Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure
Item 3.03. Material Modification to Rights of Security Holders. On August 26, 2026, Future FinTech Group Inc. (the “Company”) filed Articles of Amendment to its Second Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Florida to effect a one-for-four (1-for-4) reverse stock split (the “Reverse Stock Split”) of the Company’s com…
Filed Aug 26, 2026Accepted Aug 26, 2026, 5:11 PM EDTCIK 1066923Accession 0001213900-26-094034
Group Inc. Future FinTech Group Inc. (NASDAQ: FTFT) is a comprehensive financial and digital technology service provider. The Company, through its subsidiaries, conducts brokerage and investment banking services in Hong Kong, and engages in supply chain trading and finance businesses in China and efficient digital financial services. For more information, please visit www.ftft.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders.
On August 26, 2026, Future FinTech Group Inc. (the “Company”)
filed Articles of Amendment to its Second Amended and Restated Articles of Incorporation (the “Articles of Amendment”)
with the Secretary of State of the State of Florida to effect a one-for-four (1-for-4) reverse stock split (the “Reverse Stock
Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Articles
of Amendment shall become effective at 4:00 p.m., Eastern Time, on August 28, 2026 (the “Effective Time”). The Reverse
Stock Split was previously approved by the Company’s Board of Directors by unanimous written consent without shareholder approval,
as permitted under Section 607.10025 of the Florida Business Corporation Act (the “FBCA”).
At the Effective Time, every four (4) shares of Common Stock issued
and outstanding immediately prior to the Effective Time will be automatically combined and reclassified into one (1) share of Common Stock,
without any change to the par value of $0.001 per share. No fractional shares of Common Stock will be issued in connection with the Reverse
Stock Split; in lieu thereof, each holder of record who would otherwise have been entitled to receive a fractional share of Common Stock
will be entitled to receive one (1) whole share of Common Stock, rounded up to the nearest whole share. Shares held in street name through
a bank, broker, or other nominee will be treated in accordance with the procedures of such bank, broker, or nominee, which may differ
from the treatment of holders of record; beneficial holders should contact their bank, broker, or nominee with any questions. The Reverse
Stock Split will affect all holders of Common Stock uniformly and will not alter any holder’s percentage ownership interest in the
Company, except for de minimis changes resulting from the treatment of fractional shares.
In connection with the Reverse Stock Split, and pursuant to Section
607.10025(7) of the FBCA, the number of authorized shares of Common Stock will be reduced proportionally from 37,500,000 shares to 9,375,000
shares. The number of authorized shares of the Company’s preferred stock, par value $0.001 per share, will remain unchanged at 10,000,000
shares.
Proportionate adjustments will be made to the number of shares of Common
Stock issuable upon the exercise or vesting of the Company’s outstanding stock options, warrants, and other equity-based awards,
and to the applicable exercise or conversion prices thereof, in accordance with their respective terms.
The Common Stock will begin trading on The Nasdaq Capital Market on
a reverse split-adjusted basis at the opening of trading on August 31, 2026, under the existing trading symbol “FTFT” and
under a new CUSIP number, 36117V600.
The foregoing description of the Articles of Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On August 26, 2026, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into
this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information
included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ea030355201ex99-1.htm
EX-99.1
3
ea030355201ex99-1.htm
PRESS RELEASE, DATED AUGUST 26, 2026
Exhibit 99.1
Future Fintech Group
Announces Reverse Stock Split
NEW YORK, Aug. 26, 2026
(GLOBE NEWSWIRE) -- Future FinTech Group Inc. (Nasdaq: FTFT) (“Future FinTech”, “we” or the “Company”)
today announced that the Company’s Board of Directors approved a 1-for-4 reverse stock split (the “Reverse Stock Split”)
of the Company’s common stock (the “Common Stock”). The Company was not required to obtain shareholder approval to
effectuate the Reverse Stock Split. The Company filed articles of amendment to the Company’s Second Amended and Restated Articles
of Incorporation with the Florida Department of State, Division of Corporations which is expected to become effective as of 4 P.M. Eastern
Time on August 28, 2026. The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the start
of trading on August 31, 2026, under the symbol “FTFT” and under a new CUSIP number, 36117V600.
Upon implementation of
the Reverse Stock Split, every four shares of the Company’s issued and outstanding Common Stock will automatically convert into
one share of Common Stock without any change…